Offer Document Posted (4379G)

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RNS Number : 4379G

W2D2 Limited

12 May 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

12 May 2011

Cash Offer

by

W2D2 Limited

(a company formed at the direction of Malcolm Walker, Tarsem Dhaliwal, Steven Walker and Paul Dawes)

for

Individual Restaurant Company plc

Posting of Offer Document

Further to the announcement made on 21 April 2011 by the Board of W2D2 Limited ("W2D2") of a cash offer for the entire issued and to be issued share capital of Individual Restaurant Company plc ("IRC"), W2D2 hereby announces that the offer document, dated 11 May 2011 (the "Offer Document"), together with the Form of Acceptance in connection with the Offer were posted to IRC Shareholders on 11 May 2011.

Copies of the Offer Document and the Form of Acceptance are available for inspection and collection (during normal business hours only) from Capita Registrars Limited, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and subject to certain restrictions relating to persons resident in Restricted Jurisdictions on W2D2 Limited's website at www.W2D2ltd.co.uk and on the IRC website at www.individualrestaurantcompanyplc.co.uk during the course of the Offer.

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 1 June 2011.

Terms defined in the Offer Document have the same meaning as when used in this announcement.

Please carefully read the Offer Document and Form of Acceptance in its entirety before making a decision with respect to the Offer.

Enquiries:

 
 W2D2 Limited 
 Keith Hann     Tel: [phone] 
 

_______________________________________________________________

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. W2D2 Limited has prepared the Offer Documentation distributed to IRC Shareholders and, for information only, to persons with information rights. The Offer is made solely by the Offer Documentation which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Please carefully read the Offer Documentation in its entirety before making a decision with respect to the Offer.

Rothschild, which is authorised and regulated by the Financial Services Authority, is acting exclusively as financial adviser to W2D2 Limited and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than W2D2 Limited for providing the protections afforded to clients of Rothschild or for providing advice in relation to this matter, the content of this announcement or any matter referred to herein. Neither Rothschild nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with this announcement, any statement contained herein or otherwise.

The Offer shall be made solely by W2D2 Limited and neither Rothschild nor any of its respective affiliates are making the Offer.

Altium, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for IRC as financial adviser in relation to the Offer and is not acting for or advising any other person and accordingly will not be responsible to any person other than IRC for providing the protections afforded to the customers of Altium or for providing advice in relation to the contents of this announcement or any offer or arrangements referred to herein or in the Offer Documentation. Neither Altium nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a customer of Altium in connection with this announcement, any statement contained herein or otherwise.

This announcement has been prepared in accordance with English law, the City Code, the AIM Rules and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

1. Overseas Jurisdictions

The availability of the Offer or the distribution of this announcement to IRC Shareholders who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction in which they are located or of which they are citizens. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to overseas shareholders is contained in the Offer Documentation.

The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

2. Notice to US holders of IRC Shares

Neither the United States Securities and Exchange Commission nor any state securities commission has reviewed, approved or disapproved this announcement or any of the proposals described in this announcement.

3. Forward-Looking Statements

This announcement may contain "forward looking statements" concerning W2D2 Limited and IRC. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward looking statements. These statements are based on assumptions and assessments made by the Independent IRC Directors and W2D2 Limited Directors in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature the forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the ability of W2D2 Limited and IRC to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement.

Neither W2D2 Limited nor IRC undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of W2D2 Limited, IRC or the Enlarged Group following completion of the Offer unless otherwise stated.

4. Publication on websites

A copy of this announcement is and will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on W2D2 Limited's website at www.W2D2ltd.co.uk and on the IRC website at www.individualrestaurantcompanyplc.co.uk during the course of the Offer.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

Provision of addresses, electronic addresses, elections and other details

Please be aware that addresses, electronic addresses and certain other information provided by IRC Shareholders, persons with information rights and other relevant persons for the receipt of communications from IRC may be provided to W2D2 Limited during the offer period as required under Section 4 of Appendix IV of the City Code.

This information is provided by RNS

The company news service from the London Stock Exchange

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